General conditions


Article 1: Applicability

1.1 These General Conditions apply to all offers and agreements of sale and to the
performance of work, as made, entered into or carried out by Daub Bakery Machinery B.V.

1.2 In these Conditions Daub Bakery Machinery B.V. is further indicated as the Seller or the
Manufacturer, and the other party as the Buyer.

1.3 The conditions of the Buyer only apply if the Seller has accepted such in writing.

Article 2: Offers, Agreements and Cancellation

2.1 Offers are non-binding, unless the contrary is expressly stated.

2.2 Prices are in Euros (EUR) exclusive of any taxes, unless otherwise expressly stated.

2.3 The contents of websites, manuals, price lists and other publications do not bind the

2.4 An agreement comes into effect when the order issued by the Buyer is confirmed by the
Seller. The information contained in the order confirmation is to be checked by the Buyer and
is binding.

2.5 The Buyer is entitled to dissolve the agreement if cancellation of the order is made before
the delivery date and within five working days after the agreement has come into effect. If the
Buyer cancels the order before the delivery date and more than five working days after the
agreement has come into effect, the Seller is entitled to compensation of 20 % of the invoice
value of the cancelled order. If the Buyer cancels the order on or after the delivery date, the
full invoice value of the cancelled order is due.

Article 3: Delivery and Delivery date

3.1 Delivery is at the Seller’s place of business (EXW) in accordance with the Incoterms ICC
2010, unless otherwise expressly stated.

3.2 The delivery date is the date when the goods are available for collection at the Seller’s
place of business. The delivery date is determined by the Seller and is approximate. Failure
to meet the delivery date will not give any right to compensation, unless such liability has
been accepted by the Seller in writing.

3.3 Partial deliveries and shipments are permitted.

3.4 If the goods are ready from the delivery date and are not collected, they are at the
disposal of the Buyer and will be stored at the Buyer’s risk and expense.
3.5 The Seller does not provide installation of the delivered goods.

Article 4: Packaging

The goods are supplied in packaging which is suitable in the opinion of the Seller. If the
Buyer prescribes a different type of packaging, the Seller can charge the costs of such
packaging to the Buyer.

Article 5: Transport, Insurance and Documents

5.1 All goods travel at the expense and full risk of the Buyer, even if the Seller organizes or
mediates the transport. The Buyer is to take out insurance for damage or loss related to

5.2 All documents required for transport or importation of the goods is the sole responsibility
of the Buyer. In case the Buyer requests the Seller to provide such documents, the Seller can
charge the associated costs to the Buyer. Delays or additional costs related to documents or
importation are also borne by the Buyer.

Article 6: Complaints

6.1 Complaints are to be lodged in writing within ten working days after receipt of the goods
or the invoice. In the event of a defect which is covered by the guarantee, there is a period of
ten working days after the time of discovery of the defect or the time when discovery could
reasonably have been made.

6.2 The Buyer loses all rights and powers when he does not comply with these provisions or
when the Buyer does not offer the Seller sufficient opportunity to rectify the defect in

Article 7: Manufacturer guarantee

7.1 The Manufacturer guarantees the proper working of its products and the soundness of
the components for two years after delivery. No guarantee is given for products which were
not new at the time of delivery or for electrical components.

7.2 If the daily use is greater than is considered normal, the guarantee terms will be reduced

7.3 The guarantee does not apply to defects which arise after alteration by third parties or the
use of non-original parts, or if the products are not used for their intended purpose or when
defects arise due to normal wear and tear, inexpert use and incorrect maintenance.

7.4 All repairs under guarantee take place at the Manufacturer’s place of business. If repair at
the Manufacturer’s is not possible, the Manufacturer is only required to exchange the
defective components by similar parts.

7.5 All shipping costs of the goods under guarantee or their replacements are at the expense
of the Buyer or end-user. The goods exchanged under guarantee will become the property of
the Manufacturer and have to be returned to the Manufacturer’s place of business.

7.6 The guarantee is governed by Dutch law. The competent court is the court in the place
where the Manufacturer has its registered office.

Article 8: Retention of title

8.1 The Seller remains the owner of the goods which have been or are still to be delivered as
long as the Buyer has not performed its obligations towards the Seller under the agreement
or similar agreements. These obligations also include penalties in the form of interest and

8.2 As long as the retention of title exists, the Seller can take back the goods without being in

8.3 As long as the retention of title exists, the Buyer is not entitled to alienate the goods. Nor
is the Buyer entitled to grant a right of mortgage or any form of pledge hereon and the Buyer
must declare to third parties who wish to obtain such right, that the Buyer does not have the
authority to grant such right.

Article 9: Payment

9.1 Payment is to be made at the Seller’s place of business within the payment term
indicated on the order confirmation or invoice. The Buyer is not entitled to set off any claims it
has on the Seller.

9.2 Non-acceptance or non-collection of the goods while they are at the disposal of the Buyer
or governmental regulations that restrict the use of the goods does not alter the payment
obligations of the Buyer.

9.3 If payments have not been received by the Seller on the due date, the Seller is entitled to
charge the Buyer a penalty interest of 1% every 30 days after the due date. After the due
date the Buyer is legally in default, without the need for notice of default, and the interests
and extrajudicial costs of collection are automatically owed in accordance with the rate of the
Dutch Bar Association.

9.4 If the Buyer defaults on its payment obligations under the agreement or similar
agreements, all claims are immediately due and the Buyer loses all rights and entitlements
(including the guarantee) until these obligations are settled in full. These provisions also apply
in the event of liquidation, bankruptcy or a moratorium on payment on the part of the Buyer.

9.5 At any time before performance of the agreement, the Seller is entitled to demand
sufficient security from the Buyer for performance of the Buyer’s payment obligations. In the
event that in the opinion of the Seller this condition is not met, the Seller can suspend
performance of the agreement without being in default. These provisions also apply when the
Seller has granted the Buyer credit.

Article 10: Suspension and Dissolution

10.1 If the agreement cannot be performed due to circumstances beyond the parties’ control,
the affected party can suspend performance without being in default. Such circumstances
also cover late delivery by suppliers or strikes but do not cover cancellation or default by the
Buyer’s client(s).

10.2 If a party has to suspend the agreement for more than 90 days, the other party can
unilaterally dissolve the agreement. In such case, neither of the parties is entitled to

10.3 Unilateral dissolution or partial dissolution of the agreement can only take place after the
party in default has been given notice of default and the defaulting party has been given a
reasonable time to perform its obligations and the defaulting party has failed to do so.
Dissolution is to be in writing.

10.4 The Buyer cannot dissolve or suspend the agreement after he has defaulted himself.
Nor can the Buyer dissolve or suspend the agreement with regard to performance which has
already been made by the Seller.

Article 11: Liability

11.1 The Seller’s liability is restricted to complying with the guarantee obligations cited in
these Conditions. The Seller can therefore never be held liable for any damage other than to
the supplied product itself (indirect damage), this being understood to include, among other
things, trading losses, loss of profits, etc.

11.2 In the event of serious misconduct/fraud, the Seller’s liability is restricted to the sum
paid out by the Seller in the case in question on the basis of liability insurance. If no cover is
in place, the Seller’s liability in the event of serious misconduct/fraud is restricted to the
invoice amount of the supplied product which has given rise to the liability.

11.3 The Buyer has an obligation to protect or indemnify the Seller with regard to any claims
by third parties for compensation for damage related to the goods supplied.

Article 12: Compliance

The Customer (a) represents and warrants that it is not subject to any trade sanctions
imposed by the US, EU, and/or UN, and (b) shall comply with (and not engage any activity,
practice or conduct which would constitute an offence under) all applicable laws, statutes,
regulations, and codes, including those relating to (i) trade restrictions and/or export controls
(including trade sanctions imposed by the US, EU and/or UN) in respect of the goods sold to
it by Seller, and (ii) anti-bribery and anti-corruption, and provide evidence of compliance with
the foregoing as Seller may reasonably request from time to time.

Article 13: Applicable law

All agreements are governed by Dutch law. The competent court is the court in the place
where the Seller has its registered office, which has jurisdiction insofar as this is not contrary
to any statutory provisions.